On January 14, 2009, CSX Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $500,000,000 aggregate principal amount of the Company's 7.375% Notes due 2019 (the "2019 Notes"). The 2019 Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004 and a Seventh Supplemental Indenture dated as of April 25, 2007 (the "Indenture"), and an Action of Authorized Pricing Officers dated as of January 14, 2009. The 2019 Notes have been registered under the Securities Act of 1933, as amended (the "Act"), by Post-Effective Amendment No. 1 to a Registration Statement on Form S-3ASR (Registration No. 333-140732) which became effective December 10, 2007. On January 15, 2009, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated December 10, 2007, and Prospectus Supplement, dated January 14, 2009, pertaining to the offering and sale of the 2019 Notes.

The form of the 2019 Notes is filed as Exhibit 4.2 to this Report, and is incorporated by reference in this Report.

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit No.    Description
1.1            Underwriting Agreement, dated January 14,
               2009, among CSX Corporation and Credit Suisse
               Securities (USA) LLC, J.P. Morgan Securities
               Inc. and UBS Securities LLC, as
               representatives of the underwriters named
               therein.

4.1            Action of Authorized Pricing Officers of CSX
               Corporation dated January 14, 2009.

4.2            Form of 2019 Notes.

12.1           Calculation of Ratio of Earnings to Fixed
               Charges.